Michael C. Ranttila
About Michael C. Ranttila
Michael C. Ranttila, age 52, is Chief Financial Officer, Treasurer and Executive Vice President of Middlefield Banc Corp. (appointed May 1, 2023) and CFO of The Middlefield Banking Company since November 19, 2019; prior roles include SVP Finance (joined October 2017) and auditor at Crowe LLP (2007–2011). He holds a B.S. in Accounting (Youngstown State University), an MBA (The Ohio State University), and is a CPA . Company net income was $15.5M in 2024, $17.4M in 2023, and $15.7M in 2022, while cumulative TSR indexed to $100 was 123 in 2024, 137 in 2023, and 114 in 2022, framing pay-versus-performance context for the period that spans his tenure as bank CFO into corporate CFO .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Middlefield Banc Corp. | CFO, Treasurer & EVP | 2023–present | Corporate finance leadership post-Liberty merger integration |
| The Middlefield Banking Company | CFO | 2019–present | Led bank-level financial management, balance sheet optimization |
| The Middlefield Banking Company | SVP Finance | 2017–2019 | Built finance function capabilities before CFO appointment |
| Crowe LLP | Auditor | 2007–2011 | External audit experience supporting strong controls orientation |
External Roles
- None disclosed for public company boards, private boards, or non-profit roles for Ranttila in Company filings. Skip.
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | $260,000 | $300,000 |
| Bonus ($) | $20,066 (discretionary, paid March 2024; tied to 2023 objectives) | $0 |
| All Other Compensation ($) | $96,650 (includes 401(k), deferred comp contributions/interest, retention payment) | $33,472 (401(k) $13,786; deferred comp contribution $18,000 + interest $1,686) |
Performance Compensation
Annual Cash Incentive Plan (AIP)
| Metric | Weighting | Target | Actual (2024) | Payout Mechanics | Vesting |
|---|---|---|---|---|---|
| Pre-tax, pre-provision net income | 50% | Committee-set (not disclosed) | 104.4% of target | Proportional to achievement; CFO eligible 15%/30%/45% of base (thr/target/max) | Cash paid March 2025 |
| Net overhead ratio | 20% | Committee-set (not disclosed) | Not disclosed | Proportional to achievement | Cash paid March 2025 |
| Classified asset ratio | 10% | Committee-set (not disclosed) | Disclosure notes “150% of target … but failing to achieve targeted performance,” Company text inconsistent | Proportional to achievement | Cash paid March 2025 |
| Strategic goals (qualitative) | 20% | Defined goals (not disclosed) | Exceeded qualitative measure | Proportional to achievement | Cash paid March 2025 |
| AIP Outcome | FY 2023 | FY 2024 |
|---|---|---|
| Non-Equity Incentive Plan Compensation ($) | $42,334 | $91,380 |
| CFO Eligibility Framework | 15% threshold; 30% target; 45% max of base salary | 15% threshold; 30% target; 45% max of base salary |
2023 AIP achievements: 87% of net income target, 76% of efficiency ratio target, 46% of ROA target; classified asset ratio not achieved .
Long-Term Equity Incentives
| Award | Grant Date | Shares (Threshold/Target/Max) | Grant-Date Fair Value ($) | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| PSUs (2017 Omnibus Equity Plan) | Aug 6, 2024 | 3,390 / 6,780 / 12,712 | $151,533 | 3-year performance period ending Dec 31, 2026; vests post-period if employed; death/disability/qualifying term have special treatment | Three-year average ROAA vs custom 1–5B peer index; TSR modifier; capped at target if TSR negative; floor 50% of target if top quartile TSR; max 187.5% of target |
| Time-based RSUs | Aug 6, 2024 | 4,520 | $106,491 | Vests ratably over 3 years on grant anniversary; immediate vest on death/disability/termination without cause; retirement continues vesting | |
| Performance-based stock (TSR condition) | Mar 10, 2023 | Target 2,846; max 3,557 | $ value of unearned 2,846 shown at $79,830 (12/31/24) | Performance period through Dec 31, 2025; earned shares vest on Mar 10, 2026 | 3-year avg annual shareholder return vs 10% goal; max 125% of nominal if >10% |
| Performance-based stock (TSR condition) | Feb 23, 2022 | Nominal 2,016; max 2,520 | $ value of unearned 2,016 shown at $56,549 (12/31/24) | Fully vested at max 2,520 shares as of Feb 23, 2025 (avg annual return 24.12% over 2022–2024) | 3-year avg annual shareholder return vs 10% goal; max 125% of nominal if >10% |
Grants of Plan-Based Awards (Detail)
| Name | Award Type | Grant Date | Threshold (#) | Target (#) | Maximum (#) | Other Stock Awards (#) | Grant-Date Fair Value ($) |
|---|---|---|---|---|---|---|---|
| Michael C. Ranttila | PSUs | 8/6/2024 | 3,390 | 6,780 | 12,712 | — | $151,533 |
| Michael C. Ranttila | RSUs | 8/6/2024 | — | — | — | 4,520 | $106,491 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 5,453 shares (includes 50 as custodian for grandson; 300 in IRA); does not exceed 1% of outstanding |
| Options | Company has not granted stock options to executives since 2011 |
| Unvested/Unearned as of 12/31/24 | PSUs: 6,780 target ($190,179 value at $28.05); RSUs: 4,520 ($126,786); 2023 perf stock: 2,846 ($79,830); 2022 perf stock: 2,016 ($56,549) |
| Subsequent vesting | 2022 award fully vested at 2,520 shares on Feb 23, 2025 |
| Ownership guidelines | Executives (incl. CFO) must own Middlefield stock equal to 1x base salary; new appointees after Jan 1, 2023 have 3 years to comply; directors and executives may withhold shares for taxes but must retain at least 50% of total award |
| Pledging/hedging | Prohibited; no margin accounts; no short sales, derivatives, collars, forwards; minimum 6-month hold on open-market purchases |
| Transfer restrictions (merger) | Voting agreements generally prohibit sale/transfer of shares during the agreement term pending Farmers-Middlefield merger |
Employment Terms
- Change-in-control economics: Lump-sum severance equal to 2.5× salary plus cash bonus/cash incentive compensation if terminated without cause or with good reason within 24 months after a change in control; continued life/health/disability coverage for 2 years; legal fee reimbursement if agreement is challenged post-CIC. Structure is double-trigger (termination plus CIC) .
- Deferred compensation: Executive variable benefit deferred compensation agreement (annual contribution 5%–15% of base salary; amounts above 5% contingent on bank net income and UBPR peer ranking); 2024 contributions $18,000 and interest $1,686 credited to Ranttila; payout generally in 180 monthly installments commencing after age 65 .
- Survivor benefits: Executive Survivor Income Arrangement provides $100,000 to designated beneficiary upon death while in active service .
- Clawbacks: AIP includes rescission/recoupment for misconduct or financial reporting errors; all equity awards subject to Company’s Compensation Recovery Policy compliant with Exchange Act Section 10D and Nasdaq Rule 5608 .
- Post-termination restrictive covenants: For 12 months post-employment, RSU/PSU award agreements restrict solicitation/provision of banking services to customers within 25 miles of any Company banking office and prohibit hiring/inducing employees and business partners; retirement provisions allow continued vesting per award terms .
Performance & Track Record
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Net Income ($ thousands) | 15,673 | 17,368 | 15,519 |
| Cumulative TSR (indexed to $100) | 114 | 137 | 123 |
- CFO commentary (Q3 2025): Emphasized growth in commercial & industrial loans (+$56.3M, +26.4% YoY), core deposit growth (+6.1% YoY), improved NIM, and asset quality progress (NPA/TA improved to 1.51% YoY; noted specific credits driving a modest sequential increase with expected favorable resolution). Also disclosed a real estate exchange gain and detailed noninterest income/expense dynamics supporting higher pre-tax, pre-provision income and net income YoY .
- Section 16 compliance: One Form 4 for Ranttila was not timely filed relating to a stock award; otherwise Section 16 compliance noted with exceptions for other insiders .
Compensation Peer Group (used for benchmarking, 2024)
- BankFinancial Corporation; BCB Bancorp, Inc.; Capital Bancorp, Inc.; CF Bankshares Inc.; Enterprise Bancorp, Inc.; Farmers National Banc Corp.; Farmers & Merchants Bancorp, Inc.; First Savings Financial Group, Inc.; Franklin Financial Services Corporation; HBT Financial, Inc.; LCNB Corp.; Meridian Corporation; Peoples Financial Services Corp.; Primis Financial Corp.; SB Financial Group, Inc.
Say-on-Pay & Shareholder Feedback
| Proposal | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| 2025 Say-on-Pay | 4,171,757 | 496,596 | 182,110 | 1,055,577 |
| Say-on-Pay Frequency (2025) | 1 Year | 2 Years | 3 Years |
|---|---|---|---|
| Votes | 4,547,161 | 36,594 | 178,181 |
- Board determined annual Say-on-Pay going forward based on the vote outcome .
Risk Indicators & Red Flags
- Pledging/hedging prohibited, reducing misalignment risk from leverage or hedging; margin accounts prohibited .
- Clawback policies across cash and equity reduce moral hazard .
- Section 16 late filing (one Form 4) for Ranttila noted; monitor ongoing compliance .
- Equity award redesign (2024) moved from pure TSR-conditioned awards to a mix of ROAA-relative PSUs + time-based RSUs to balance value creation and retention; committee cited asymmetric risk in prior TSR-only design .
Equity Ownership & Award Detail (as of 12/31/24)
| Award/Share Type | Quantity | Market/Grant Detail |
|---|---|---|
| Beneficially owned shares | 5,453 (≤1% of outstanding) | |
| PSUs (8/6/2024) – Target | 6,780; $190,179 market value at $28.05 | |
| RSUs (8/6/2024) | 4,520; $126,786 market value at $28.05 | |
| Perf. stock (3/10/2023) – Target | 2,846; $79,830 market value at $28.05 | |
| Perf. stock (2/23/2022) – Nominal | 2,016; $56,549 market value at $28.05; fully vested at 2,520 shares on 2/23/2025 |
Employment & Contracts (Key Terms)
- CIC severance: 2.5× salary+bonus/incentive; 2 years benefits; legal fee reimbursement; applies to involuntary termination without cause or good reason within 24 months post-CIC (double-trigger) .
- Deferred comp: 5%–15% base salary contributions (performance-conditioned above 5%); 2024 credited $18,000 + $1,686 interest .
- Survivor benefits: $100,000 to beneficiary upon death while employed .
- Clawback: AIP rescission/recoupment; equity awards subject to Exchange Act 10D/Nasdaq 5608-compliant policy .
- Post-employment covenants: 12-month restrictions on customer solicitation/provision in defined geographies; restrictions on inducing/hiring employees/business partners .
Investment Implications
- Alignment: 2024 introduction of ROAA-relative PSUs with TSR modifier plus time-based RSUs ties pay to peer-relative profitability and shareholder returns while ensuring multi-year retention; AIP metrics (PTPPNI, overhead, asset quality, strategic goals) anchor cash incentives to current-year performance .
- Retention and selling pressure: RSUs vest annually on Aug 6 (through 2027) and PSUs after the 3-year period (12/31/2026); Company practice allows share withholding for taxes but requires retaining at least 50% of awards, reducing forced selling; pledging/hedging prohibitions further limit sell pressure .
- Change-in-control risk/reward: Double-trigger 2.5× CIC package signals material economic protection in a merger scenario (relevant given announced Farmers-Middlefield merger), potentially stabilizing management commitment through closing while creating a future incentive to secure roles post-merger .
- Performance execution: Net income dipped in 2024 vs 2023, but CFO commentary highlights strong 2025 YTD momentum (loan growth, core deposit mix, improved NIM and asset quality), which favorably impacts PSU prospects tied to ROAA and TSR if sustained .
- Governance and shareholder sentiment: Robust Say-on-Pay support and annual frequency suggest investor acceptance of the redesigned pay structure; monitoring Section 16 timeliness remains prudent .